SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 5)

Under the Securities Exchange Act of 1934

BREEZE-EASTERN CORPORATION 

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

106764103

(CUSIP Number)

Wynnefield Partners Small Cap Value, L.P. 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Obus	Goldsmith & Harris Incorporated 80 Pine Street New York, NY 10005 Attention: Mr. Philip W. Goldsmith
Copy to: Jeffrey S. Tullman, Esq. Kane Kessler, P.C. 1350 Avenue of the Americas, 26th Floor New York, New York 10019 (212) 541-6222	Copy to: Faith Colish, Esq. Carter Ledyard & Milburn LLP 2 Wall Street New York, New York 10005 (212) 732-3200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 31, 2007 

(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o (See explanatory note to this Schedule 13D)

 CUSIP No. 106764103  13D/A  Page 1 of 17 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value, L.P. 13-3688497
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 528,933      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 528,933      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 528,933    (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 2 of 17 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 784,255      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 784,255      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 784,255      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4%
14	TYPE OF REPORTING PERSON* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 3 of 17 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value L.P.I 13-3953291
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 719,445      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 719,445      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 719,445      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 4 of 17 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Channel Partnership II, L.P. 22-3215653
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 38,400      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 38,400      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,400      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 5 of 17 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital Management, LLC 13-4018186
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,248,378      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 1,248,378      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,248,378      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4%
14	TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 6 of 17 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital, Inc. 13-3688495
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 784,255      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 784,255      (See Item 5)
		10	SHARED DISPOSITIVE POWER 0      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 784,255      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4%
14	TYPE OF REPORTING PERSON* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 7 of 17 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Obus
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 38,400      (See Item 5)
		8	SHARED VOTING POWER 2,032,633      (See Item 5)
		9	SOLE DISPOSITIVE POWER 38,400      (See Item 5)
		10	SHARED DISPOSITIVE POWER 2,032,633      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,071,033     (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.3%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 8 of 17 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joshua Landes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0      (See Item 5)
		8	SHARED VOTING POWER 2,032,633      (See Item 5)
		9	SOLE DISPOSITIVE POWER 0      (See Item 5)
		10	SHARED DISPOSITIVE POWER 2,032,633      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,032,633      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.9%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 CUSIP No. 106764103  13D/A  Page 9 of 17 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldsmith & Harris Incorporated 13-37441461
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 10      (See Item 5)
		8	SHARED VOTING POWER 0      (See Item 5)
		9	SOLE DISPOSITIVE POWER 10      (See Item 5)
		10	SHARED DISPOSITIVE POWER 761,573      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 761,583      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%
14	TYPE OF REPORTING PERSON* CO

 CUSIP No. 106764103  13D/A  Page 10 of 17 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldsmith & Harris Asset Management LLC 71-1005193
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0      (See Item 5)
		8	SHARED VOTING POWER 128,501      (See Item 5)
		9	SOLE DISPOSITIVE POWER 0      (See Item 5)
		10	SHARED DISPOSITIVE POWER 128,501      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 128,501      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON* OO

 CUSIP No. 106764103  13D/A  Page 11 of 17 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldsmith & Harris Capital Appreciation LLC 65-1280049
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0      (See Item 5)
		8	SHARED VOTING POWER 128,501      (See Item 5)
		9	SOLE DISPOSITIVE POWER 0      (See Item 5)
		10	SHARED DISPOSITIVE POWER 128,501      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 128,501      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON* OO

 CUSIP No. 106764103  13D/A  Page 12 of 17 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip W. Goldsmith
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 24,490      (See Item 5)
		8	SHARED VOTING POWER 128,501      (See Item 5)
		9	SOLE DISPOSITIVE POWER 26,490      (See Item 5)
		10	SHARED DISPOSITIVE POWER 890,084      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 916,574      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%
14	TYPE OF REPORTING PERSON* IN

 CUSIP No. 106764103  13D/A  Page 13 of 17 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jay R. Harris
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 193,500      (See Item 5)
		8	SHARED VOTING POWER 128,501      (See Item 5)
		9	SOLE DISPOSITIVE POWER 218,400      (See Item 5)
		10	SHARED DISPOSITIVE POWER 890,084      (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,108,484      (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%
14	TYPE OF REPORTING PERSON* IN

 CUSIP No. 106764103  13D/A  Page 14 of 17 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Armand B. Erpf
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0      (See Item 5)
		8	SHARED VOTING POWER 128,501      (See Item 5)
		9	SOLE DISPOSITIVE POWER 0      (See Item 5)
		10	SHARED DISPOSITIVE POWER 128,501     (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 128,501    (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON* IN

 CUSIP No. 106764103  13D/A  Page 15 of 17 Pages

This Amendment No. 5 (the “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on April 2, 2007, as further amended by Amendment No. 1 filed on April 24, 2007, as further amended by Amendment No. 2 filed on May 16, 2007, as further amended by Amendment No. 3 filed on June 18, 2007 and as further amended by Amendment No. 4 filed on June 22, 2007 (collectively, the “Schedule 13D”) by the Wynnefield Reporting Persons and the G&H Reporting Persons (each as defined in the Schedule 13D and collectively referred to herein as the “Reporting Persons”) with respect to shares of common stock, par value $0.01 (the “Common Shares”) of Breeze-Eastern Corporation (the “Issuer”), whose principal executive offices are located at 700 Liberty Avenue, Union, New Jersey 07083. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

On July 31, 2007, the Reporting Persons entered into an agreement with respect to the slate of nominees to be proposed by the Issuer for election as directors at the Issuer’s 2007 annual meeting. Under the terms of The “Settlement Agreement” dated as of July 31, 2007, by and among the Issuer, Tinicum Capital Partners II, L.P. and Tinicum Capital Partners II Parallel Fund, L.P. (collectively, “Tinicum”), and the Reporting Persons, the nominees to be named in the Issuer’s proxy materials for election to the Issuer’s eight member board will be current directors William J. Recker, William M. Shockley and Robert L G. White, and new nominees William H. Alderman, Charles W. Grigg, Jay R. Harris, Russell M. Sarachek and Frederick Wasserman (collectively, the “Nominees”). Messrs. Alderman, Harris, Saracheck and Wasserman previously had been proposed as nominees to the Issuer by the Reporting Persons in a preliminary proxy statement filed with the Securities and Exchange Commission. Messrs. Grigg and Shockley are affiliated with Tinicum.

The Settlement Agreement further provides that the Reporting Persons will withdraw its nominees to the Issuer’s Board and terminate its proxy solicitation. The members of the Reporting Persons and Tinicum have further agreed to refrain from submitting any stockholder proposal or director nominations at the 2007 annual meeting and at any other meetings of the Issuer’s stockholders which may be held prior to and including the Issuer’s 2008 annual meeting, subject to certain conditions. As of the date of the Settlement Agreement, the Reporting Persons beneficially owned, in the aggregate, 3,206,007 Common Shares, or 34.4%, of the Issuer’s Common Shares and Tinicum beneficially owned 2,471,067 Common Shares, or 26.5%, of the Common Shares. The Issuer also agreed to reimburse certain out-of-pocket expenses of the Reporting Persons and Tinicum.

The Settlement Agreement provides that the Issuer will recommend, and reflect such recommendation in its definitive proxy statement, a vote "for" the Nominees at the 2007 annual meeting which will be held within 60 days of the previously announced record date of July 25, 2007.

Under the Settlement Agreement, the members of the Reporting Persons and Tinicum have agreed to cause all Common Shares held of record or beneficially owned by them or any affiliate on the record date, with respect to which they have shared or sole voting power, to be present at the 2007 annual meeting for quorum purposes and to be voted at the 2007 annual meeting in favor of the election of the Nominees and against any proposal made in opposition to, or in competition with, any proposal or Nominee recommended by the Issuer’s Board at the annual meeting. In addition, each member of the Reporting Persons is obligated to use commercially reasonable efforts to cause all Common Shares with respect to which such member shares investment discretion and does not have sole voting power to be present at the annual meeting for quorum purposes and to be voted in the manner described above. As a result of the Settlement Agreement, the Reporting Persons have notified the Securities and Exchange Commission that they have terminated their proxy contest and withdraw their preliminary proxy statement filed with the Commission on June 18, 2007.

The summary of the terms of the Settlement Agreement as set forth herein is qualified in its entirety by reference to the Settlement Agreement, a copy of which is attached hereto as Exhibit 99.7.

In connection with the execution of the Settlement Agreement, each of the Wynnefield Reporting Persons and the G&H Persons entered into an agreement dated as of July 30, 2007 (the “Reporting Persons Agreement”), pursuant to which their respective obligations under the previously entered Voting Agreement and Joint Filing Agreement were terminated. Accordingly, the Wynnefield Reporting Persons and the G&H Reporting Persons will cease to be a group under the Securities Exchange Act of 1934, as amended, and will re-commence reporting their respective beneficial ownership of the Common Shares on separate Statements of Beneficial Ownership on Schedule 13D. Additionally, the Reporting Persons Agreement grants to the parties thereto a right of first refusal with respect to proposed sales or transfers of the Common Shares beneficially owned by each of the Wynnefield Reporting Persons and the G&H Persons, other than to their respective affiliated entities. The summary of the terms of the Reporting Persons Agreement as set forth herein is qualified in its entirety by reference to the Reporting Persons Agreement, a copy of which is attached hereto as Exhibit 99.8.

Other than as set forth in this Item 4, no Reporting Persons have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of the Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, and may seek to engage in discussions with other stockholders and/or with management and the Board of Directors of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may, subject to any obligations set forth in the Voting Agreement,  in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Common Shares, engaging in short selling of or any hedging or similar transaction with respect to the Common Shares, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in paragraph (a) through (j) of Item 4 of the Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Reference is made to the Settlement Agreement and the Reporting Persons Agreement described in Item 4.

Item 7.  Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended to add the following:

The following exhibits are filed as part of this Schedule 13D:

Exhibit 99.7 Settlement Agreement dated as of July 31, 2007, by and among the company, Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P. and a stockholder group consisting of the Wynnefield Reporting Persons and the G&H Reporting Persons.

Exhibit 99.8 Agreement dated as of August 8, 2007 by and between the Wynnefield Reporting Persons and the G&H Reporting Persons.

 CUSIP No. 106764103  13D/A  Page 16 of 17 Pages

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated: August  8, 2007

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

By: Wynnefield Capital Management, LLC,

its General Partner

By: /s/ Nelson Obus                                     

Nelson Obus, Co-Managing Member

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., I

By: Wynnefield Capital Management, LLC,

its General Partner

By: /s/ Nelson Obus                                     

Nelson Obus, Co-Managing Member

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

By: Wynnefield Capital, Inc.,

its Investment Manager

By: /s/ Nelson Obus                                     

Nelson Obus, President

WYNNEFIELD CAPITAL MANAGEMENT, LLC

By: /s/ Nelson Obus                                     

      Nelson Obus, Co-Managing Member

WYNNEFIELD CAPITAL, INC.

By: /s/ Nelson Obus                                     

Nelson Obus, President

CHANNEL PARTNERSHIP II, L.P.

By: /s/ Nelson Obus                                     

      Nelson Obus, General Partner

/s/ Nelson Obus                                            

Nelson Obus, Individually

/s/ Joshua H. Landes                                    

Joshua H. Landes, Individually

Signature page to 13D

 CUSIP No. 106764103  13D/A  Page 17 of 17 Pages

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated: August  8, 2007

GOLDSMITH & HARRIS INCORPORATED

By: /s/ Philip W. Goldsmith                         

       Philip W. Goldsmith, Chairman

GOLDSMITH & HARRIS ASSET MANAGEMENT, LLC

By: /s/ Philip W. Goldsmith                         

       Philip W. Goldsmith, Managing Director

GOLDSMITH & HARRIS CAPITAL APPRECIATION, LLC

By: /s/ Philip W. Goldsmith                         

        Philip W. Goldsmith, Managing Director

/s/ Philip W. Goldsmith                       

        Philip W. Goldsmith

/s/ Jay R. Harris                                    

         Jay R. Harris

 /s/ Armand B. Erpf                                

         Armand B. Erpf

Signature page to 13D

EX-99.7

SETTLEMENT AGREEMENT

This Settlement Agreement (this "Agreement") is made and entered into as of July 31, 2007, by and among Breeze-Eastern Corporation (the "Company"), Tinicum Capital Partners II, L.P., and Tinicum Capital Partners II Parallel Fund, L.P. (collectively “Tinicum”) and the persons and entities listed on Exhibit A hereto (collectively, the "Stockholder Group") (each of the Company, Tinicum and the Stockholder Group, a "Party" to this Agreement, and collectively, the "Parties").

RECITALS

A.The Stockholder Group beneficially owns, in the aggregate, 3,206,007 shares of the Company's outstanding common stock, par value $0.01 per share (the "Common Stock"), and on June 18, 2007 filed a preliminary proxy statement with the Securities and Exchange Commission (the “Commission”) in connection with its intention to solicit proxies (the "Proxy Solicitation") to elect four individuals to the Company’s Board of Directors (the "Company Board" or “Board of Directors”);

B.Tinicum beneficially owns, in the aggregate, 2,471,067 shares of Common Stock;

C.After discussions between representatives of the Company Board and the Stockholder Group, the Company Board has determined that it is in the best interests of the stockholders of the Company to nominate for election to the Company Board at the Annual Meeting a slate of eight persons who have been agreed upon by the Company, Tinicum and the Stockholder Group (the “Nominees”), with the identity of such persons set forth on Exhibit B hereto;

D.In return, the Parties have agreed that the Stockholder Group shall withdraw its nominees to the Company Board and terminate the Proxy Solicitation and that neither the Stockholder Group nor Tinicum will present any nominees or proposals at the Company's 2007 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the "Annual Meeting");

E.The Stockholder Group and Tinicum have each agreed that they shall refrain from submitting any stockholder proposal or director nominations at the Annual Meeting or at any other meetings of stockholders which may be held prior to the end of the No Solicitation Period (as defined below) and shall vote all of their respective Voting Securities and Tinicum Securities (each as defined below), as the case may be, in favor of the Nominees at the Annual Meeting; and

F.The Company, Tinicum and the Stockholder Group desire, in connection with the foregoing, to make certain covenants and agreements with one another pursuant to this Agreement.

NOW, THEREFORE, in consideration of the recitals set forth above and the covenants and agreements set forth below, the Parties hereby agree as follows:

1. Termination of Proxy Solicitation. The Stockholder Group hereby withdraws its nominees to the Company Board identified in the Stockholder Group’s preliminary proxy statement and shall immediately terminate the Proxy Solicitation and the Agreement entered into as of April 2, 2007, by and among, inter alia, Wynnefield Partners Small Cap Value, L.P., and Goldsmith & Harris Incorporated in connection with the Proxy Solicitation. Without limiting the generality of the foregoing, not later than three business days after the execution of this Agreement, the Stockholder Group shall notify the staff of the Commission in writing that it has terminated the Proxy Solicitation and will not be disseminating, or soliciting proxies based off of, the Stockholder Group’s preliminary proxy statement filed in connection with the Proxy Solicitation. Promptly following the execution of this Agreement, the Stockholder Group and Tinicum shall each cause its Schedule 13D with respect to the Company to be amended consistent with the terms of this Agreement (the "Schedule 13D Amendment").

2. No Solicitation at Annual Meeting and Prohibition on Other Actions.

No member of the Stockholder Group or Tinicum shall, directly or indirectly:

(a) become a "participant" (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Securities Exchange Act of 1934 (the "Exchange Act")) in or assist any third party in any "solicitation" of "proxies" (as such terms are defined in Rule 14a-1 promulgated under the Exchange Act) for use at the Annual Meeting (whether or not the solicitation is subject to the provisions of Rules 14a-3 to 14a-15 and specifically including any solicitation pursuant to Rule 14a-2(b)(1)), make any exempt communication pursuant to Rule 14a-1(l)(2)(iv) or otherwise seek to advise or influence any person or entity or assist any third party in so advising or influencing any person or entity with respect to the giving or withholding of any proxy or vote at the Annual Meeting, other than in favor of the election of the Nominees;

(b) assert, commence or maintain or assist any third party in asserting, commencing or maintaining any claim, action or proceeding before any court, agency or other governmental authority (including, without limitation, the Commission and any state securities commissioner) (i) seeking to enjoin, delay or accelerate the Annual Meeting, (ii) seeking to enjoin the solicitation of proxies by the Board of Directors for use at the Annual Meeting, or (iii) alleging that the definitive proxy statement of the Company in connection with the Annual Meeting (the "Company Proxy Statement") or any additional Company soliciting materials violates Rule 14a-9 promulgated under the Exchange Act or contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained therein, in light of the circumstances under which they were made, not misleading;

(c) other than as expressly provided herein, grant any proxy with respect to the Annual Meeting or deposit any of the Company securities held by the Stockholder Group in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to the Annual Meeting;

(d) make any proposal (whether pursuant to Rule 14a-8 or outside of Rule 14a-8) for consideration at the Annual Meeting; or

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(e) participate in or assist any third party in any solicitation of written consents with regard to the Company prior to the Annual Meeting.

3. No Public Statements or Other Actions Prior to the Completion of the Annual Meeting.

(a) Prior to the completion of the Annual Meeting, except with respect to the press release provided in Section 10 hereof, neither the Company nor any of its officers, directors, employees, affiliates or agents shall make any public announcement or statement directly relating to the Stockholder Group or Tinicum, or the Stockholder Group's Proxy Solicitation, other than (i) to describe the terms of this Agreement, including, without limitation, in a Current Report on Form 8-K, the Company Proxy Statement and an amendment to Tinicum's Schedule 13D, or (ii) as may be required to comply with applicable Federal and State securities laws, rules and regulations or the rules and regulations of any stock exchange or stock market on which the Company's securities are then listed, quoted or admitted to trading. A draft of any such press release shall be provided to the Stockholder Group and Tinicum for review and comment within a commercially practicable period of time prior to publication; provided, however, that nothing herein shall be deemed to cause the Company to delay the public dissemination or filing with the Commission of information otherwise required for compliance with applicable law or regulation, including the federal securities laws and the rules of the American Stock Exchange or any other exchange on which the securities of the Company are listed.

(b) Except as may be required by their Schedule 13D Amendments, prior to completion of the Annual Meeting, no member of the Stockholder Group or Tinicum nor any of their respective partners, officers, directors, employees, affiliates or agents shall make any public announcement or statement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction or businesses combination transaction involving, the Company, its directors or officers, or any of its securities or assets or form, join or in any way participate in a "group" as defined in Section 13(d)(3) of the Exchange Act in connection with any of the foregoing.

(c)Nothing in this Agreement shall prohibit or be construed to prohibit the Company, Tinicum or the Stockholder Group from making any filings with the Commission which any of the foregoing parties reasonably determines it is required to make.

4. Election of Company Nominees.

(a) Each member of the Stockholder Group shall cause all voting securities held of record or beneficially by it or any affiliate on the Record Date (as defined below) or over which it has or shares voting power, whether through beneficial ownership or by means of a proxy provided to such member or affiliate by the beneficial owner thereof or by means of such member or affiliate serving as a trustee of a voting trust with respect to which shares of Common Stock are subject (the “Voting Securities”) and shall use commercially reasonable efforts to cause all voting securities over which it shares investment discretion and does not have sole voting power (the “Investment Securities” with the Voting Securities, collectively, the "Securities") to be present at the Annual Meeting for quorum purposes and to be voted at the Annual Meeting (i) in favor of election of the Nominees; and (ii) against approval of any proposal made in opposition to, or in competition with, any proposal or Nominee recommended by the Company Board at the Annual Meeting. For purposes of this Agreement, "affiliate" has the meaning set forth in Rule 12b-2 promulgated by the Commission under the Exchange Act.

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(b) Each Tinicum entity shall cause all voting securities held of record or beneficially by it or any affiliate on the Record Date (as defined below) or over which it has or shares voting power (the "Tinicum Securities") to be present at the Annual Meeting for quorum purposes and to be voted at the Annual Meeting (i) in favor of election of the Nominees; and (ii) against approval of any proposal made in opposition to, or in competition with, any proposal or Nominee recommended by the Company Board at the Annual Meeting.

5. Proxy.

In order to assure the performance of the obligations of the Stockholder Group and Tinicum hereunder, if requested by the Company, each member of the Stockholder Group and each Tinicum entity shall provide the Company with an irrevocable proxy authorizing the Company to vote the Voting Securities and the Tinicum Securities, as applicable, as described above at the Annual Meeting (the "Proxy") in the form of Exhibit C hereto. The Company shall have the right to deliver the Proxy on behalf of the members of the Stockholder Group and Tinicum in the event that any member of the Stockholder Group or Tinicum does not perform its obligations hereunder. Each member of the Stockholder Group and Tinicum hereby agrees that any Proxy so delivered shall be coupled with an interest and therefore shall be irrevocable. Each member of the Stockholder Group and Tinicum hereby irrevocably revokes any and all proxies given or granted with regard to the Securities other than as provided in this Agreement or the Proxy and, except to comply with its voting obligation under Section 4 hereof, will not grant any proxy to any third party in connection with the Annual Meeting. In no event shall the Company request a proxy to vote the Voting Securities without requesting a proxy for voting the Tinicum Securities, and viceversa.

6. Annual Meeting.

(a) The Company Board shall (i) set a date for the Annual Meeting, which date is intended to be within sixty (60) days of July 25, 2007, the record date (the "Record Date") established by the Company Board for the Annual Meeting, and provide notice of said date to its stockholders; (ii) nominate for election at the Annual Meeting the Nominees; (iii) not change the number of Company directors, which is currently set at eight; and (iv) shall not by its actionpresent any issues at the Annual Meeting other than the election of the Nominees and stockholder ratification of the selection of the Company’s independent auditors.

(b) The Company shall (i) prepare the Company Proxy Statement, which Company Proxy Statement will set forth the Nominees as the persons nominated by the Company Board for election to the Company Board; (ii) recommend, and reflect such recommendation in the Company Proxy Statement, a vote "for" the Nominees at the Annual Meeting; (iii) shall include in the Company Proxy Statement the proposal to elect the Nominees and no other proposals, with the exception of a proposal for stockholder ratification of the selection of the Company’s independent auditors, which proposal may be made in the discretion of the Company Board; and (iv) provide each of the Stockholder Group and Tinicum a commercially practicable period of time to review and comment on the Company Proxy Statement prior to its distribution to the Company’s stockholders and filing with the Commission.; provided, however, that nothing herein shall be deemed to cause the Company to delay the public dissemination of information or filing with the Commission otherwise required for compliance with applicable law or regulation, including the federal securities laws and the rules of the American Stock Exchange or any other exchange on which the securities of the Company are listed.

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7. Board/Committee Appointments. The Parties hereby agree that the Nominees, if elected to the Board, at the first meeting of the Board of Directors following the Annual Meeting, which will be held immediately following the conclusion of the Annual Meeting, shall, acting as a Board, take all actions necessary and appropriate (a) to effectuate the appointment of (i) each Nominee set forth on Exhibit D to the offices and positions indicated next to such person's name, and (ii) Gail Lieberman as a consultant to the Board of Directors for the purpose of assisting the Board and the Company in the transition of audit firms for a term of six (6) months with compensation of not less than $15,000; and (b) to revise the compensation of the non-employee members of the Board of Directors so that effective immediately non-employee members of the Board shall receive as their sole and total compensation for service on the Board annual compensation in the form of restricted Company stock the number of shares of which shall equal the number of shares determined by dividing $30,000 by the closing price of the stock on the date of the annual meeting. In furtherance of the covenants set forth in this section 7, the Parties shall undertake the execution and delivery by the Nominees, and each of them, of a letter addressed to the Company in the form of Exhibit E.

8. No Solicitation Period.

During the period commencing with the execution of this Agreement and ending on the earliest to occur of (each, a “Termination Date”)(a) the date of the Company's 2008 Annual Meeting of Stockholders (the “2008 Annual Meeting”) and (b) a material breach by the Company, the Stockholder Group or Tinicum, or any member thereof, of their respective obligations under this Agreement (the "No Solicitation Period"), provided however that the breaching party shall continue to remain subject to the obligations and restrictions set forth herein, neither the Stockholder Group norTinicum, or any member thereof, nor any of their controlled affiliates shall, directly or indirectly:

(a) become a "participant" (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any third party in any "solicitation" of "proxies" (as such terms are defined in Rule 14a-1 promulgated under the Exchange Act) for use at the 2008 Annual Meeting (whether or not the solicitation is subject to the provisions of Rules 14a-3 to 14a-15 and specifically including any solicitation pursuant to Rule 14a-2(b)(1)), make any exempt communication pursuant to Rule 14a-1(l)(2)(iv) or otherwise seek to advise or influence any person or entity or assist any third party in so advising or influencing any person or entity with respect to the giving or withholding of any proxy or vote at any meeting of the Company’s stockholders held after the Annual Meeting and prior to the Termination Date (each, a “Subsequent Stockholder Meeting”) , other than in favor of the election of the nominees selected by the Board of Directors of the Company for election at the 2008 Annual Meeting;

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(b) assert, commence or maintain or assist any third party in asserting, commencing or maintaining any claim, action or proceeding before any court, agency or other governmental authority (including, without limitation, the Commission and any state securities commissioner) (i) seeking to enjoin,delay or accelerate the 2008 Annual Meeting, (ii) seeking to enjoin the solicitation of proxies by the Board of Directors for use at the 2008 Annual Meeting, or (iii) alleging that the definitive proxy statement of the Company for mailing to stockholders in connection with the 2008 Annual Meeting (the "2008 Company Proxy Statement") or any additional Company soliciting materials violates Rule 14a-9 or contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained therein, in light of the circumstances under which they were made, not misleading;

(c) other than as expressly provided herein, grant any proxy with respect to the 2008 Annual Meeting or deposit any of the Voting Securities or the Tinicum Securities held by the Stockholder Group or Tinicum, as the case may be, in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to a Subsequent Stockholder Meeting;

(d) make any proposal (whether pursuant to Rule 14a-8 or outside of Rule 14a-8) for consideration at Subsequent Stockholder Meeting; or

(e) participate in or assist any third party in any solicitation of written consents with regard to the Company prior to Subsequent Stockholder Meeting.

9. Mutual Release. In consideration of the mutual promises and covenants contained herein, and after consultation with their respective counsel, the Company, Tinicum, the Stockholder Group, and each of them, on behalf of themselves and for all of their past and present affiliated, associated, related, parent and subsidiary companies, joint venturers and partnerships, successors, assigns, and the respective owners, officers, directors, partners, agents, employees, shareholders, consultants and attorneys of each of them (collectively "Affiliated Persons"), irrevocably and unconditionally release, acquit and forever discharge each of the others and all of their Affiliated Persons, from any and all causes of action, claims, actions, rights, judgments, obligations, damages, demands, losses, controversies, contentions, complaints, promises, accountings, bonds, bills, debts, dues, sums of money, expenses, specialties and fees and costs (whether direct, indirect or consequential, incidental or otherwise including, without limitation, attorney's fees or court costs, of whatever nature) incurred in connection therewith of any kind whatsoever, whether known or unknown, suspected or unsuspected, in their own right and derivatively, in law or in equity or liabilities of whatever kind or character (the "Claims"), which the Parties have or may have against one another based upon events occurring prior to the date of the execution of this Agreement arising out of or related to the proxy solicitations being conducted by each of the Company and the Stockholder Group in connection with the Annual Meeting, as well as the purchase and ownership of the Common Stock by each of Tinicum and the Stockholder Group (the "Released Matters"). The Parties acknowledge that this general release of claims includes, but is not limited to, any and all statutory and common law claims for, among other things, fraud and breach of fiduciary duty based upon events occurring prior to the date of the execution of this Agreement. The Parties intend that the foregoing release be broad with respect to the Released Matters, provided, however, this release and waiver of Claims shall not include claims to enforce the terms of this Agreement; and provided further that nothing in the foregoing release shall be deemed or construed, now or hereafter, as limiting in any manner any right of indemnification inuring to the benefit of any director or former director of the Company arising under the Certificate of Incorporation, as amended, of the Company, the Company’s by-laws or otherwise.

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10. Press Release.

(a) Promptly following the execution of this Agreement, the Company, Tinicum and the Stockholder Group shall jointly issue a mutually agreeable press release announcing the terms of this Agreement, in the form attached hereto as Exhibit F.

(b) During the No Solicitation Period, none of the Company, Tinicum or the Stockholder Group, nor any of their respective affiliates will, directly or indirectly, make or issue or cause to be made or issued any disclosure, announcement or statement (including without limitation the filing of any document or report with the Commission or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) concerning the other Parties or any of their controlled affiliates, which disparages such other Party or any of its controlled affiliates as individuals (provided that each Party, after consultation with counsel, may make any disclosure that it determines in good faith is required to be made under applicable law).

11. Fees and Expenses. The Company agrees to reimburse the Stockholder Group its documented out-of-pocket fees and expenses in connection with the negotiation of this Agreement, the preparation and filing of the 13D Amendment, and the preparation and filing of its preliminary proxy statement, in an amount not to exceed $125,000 in the aggregate and to reimburse Tinicum its documented out-of-pocket fees and expenses in connection with the review of the Stockholder Group's preliminary proxy statement, the negotiation of this Agreement and the preparation and filing of an amendment to its Schedule 13D in an amount not to exceed $25,000 in the aggregate. Except as expressly provided herein, each Party shall pay its own expenses incident to this Agreement and the transactions contemplated herein.

12. Miscellaneous

(a) Each of the Parties agrees that it will cause its controlled affiliates to comply with the terms of this Agreement. In no event shall any member of the Stockholder Group, or its affiliates be liable for any breach of this Agreement by any other member of the Stockholder Group, or its affiliates.

(b) All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (i) given by telecopy, when such telecopy is transmitted to the telecopy number set forth below and the appropriate confirmation is received or (ii) if given by any other means, when actually received during normal business hours at the address specified in Exhibit G or such other address as may be given pursuant to this notice provision.

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(c) This Agreement (including the Exhibits hereto) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements understandings, both written and oral, among the parties with respect to the subject matter hereof. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company, Tinicum and the Stockholder Group. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and nothing in this Agreement is intended to confer on any person other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

(d)Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed (in the case of an amendment) by each Party hereto or (in the case of a waiver) by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(e) If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

(f) Each of the Parties acknowledges and agrees that irreparable injury to the other Parties hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable in damages. It is accordingly agreed by each of the Parties that a Party so moving (the "Moving Party") shall each be entitled to seek specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof and the other Parties hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity.

(g) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware).

(h) This Agreement may be executed in one or more counterparts which together shall constitute a single agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

[SIGNATURES FOLLOW ON THE NEXT PAGE]

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative, as of the date first above written.

BREEZE-EASTERN CORPORATION

By:  /s/ Robert L. G. White

Robert L. G. White

President and Chief Executive Officer

TINICUM CAPITAL PARTNERS II, L.P.

By: TINICUM LANTERN, LLC

Its: General Partner

By: /s/ William M. Shockley

Name: William M. Shockley

TINICUM CAPITAL PARTNERS PARALLEL FUND II, L.P.

By: TINICUM LANTERN, LLC

Its: General Partner

By: /s/ William M. Shockley

Name: William M. Shockley

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

By: Wynnefield Capital Management, LLC,

its General Partner

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., I

By: Wynnefield Capital Management, LLC,

its General Partner

By:  /s/ Nelson Obus

Nelson Obus, Co-Managing Member

[SIGNATURES CONTINUE ON THE NEXT PAGE]

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WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

By: Wynnefield Capital, Inc.,

its Investment Manager

By: /s/ Nelson Obus

Nelson Obus, President

WYNNEFIELD CAPITAL MANAGEMENT, LLC

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD CAPITAL, INC.

By: /s/ Nelson Obus

Nelson Obus, President

CHANNEL PARTNERSHIP II, L.P.

By: /s/ Nelson Obus

Nelson Obus, General Partner

/s/ Nelson Obus

Nelson Obus, Individually

/s/ Joshua H. Landes

Joshua H. Landes, Individually

GOLDSMITH & HARRIS INCORPORATED

By: /s/ Philip W. Goldsmith

Philip W. Goldsmith, Chairman

[SIGNATURES CONTINUE ON THE NEXT PAGE]

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GOLDSMITH & HARRIS ASSET MANAGEMENT, LLC

By:  /s/ Philip W. Goldsmith

Philip W. Goldsmith, Managing Director

GOLDSMITH & HARRIS CAPITAL APPRECIATION, LLC

By: /s/ Philip W. Goldsmith

Philip W. Goldsmith, Managing Director

/s/ Philip W. Goldsmith

Philip W. Goldsmith, Individually

/s/ Jay R. Harris

Jay R. Harris, Individually

/s/ Armand B. Erpf

Armand B. Erpf, Individually

11

EXHIBIT A

STOCKHOLDER GROUP

Wynnefield Partners Small Cap Value, L.P.

Wynnefield Partners Small Cap Value, L.P. I

Wynnefield Small Cap Value Offshore Fund, Ltd.

Wynnefield Capital Management, LLC

Stockholder Capital, Inc.

Channel Partnership II, L.P.

Nelson Obus

Joshua H. Landes

Goldsmith & Harris Incorporated

Goldsmith & Harris Asset Management, LLC

Goldsmith & Harris Capital Appreciation

Philip W. Goldsmith

Jay R. Harris

Armand B. Erpf

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EXHIBIT B

NOMINEES

William H. Alderman

Charles W. Grigg

Jay R. Harris

William J. Recker

Russell M. Sarachek

William M. Shockley

Frederick Wasserman

Robert L. G. White

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EXHIBIT C

IRREVOCABLE PROXY

The undersigned hereby revokes any and all prior proxies and consents and hereby irrevocably appoints and constitutes Robert L. G. White, Joseph F. Spanier and Gerald C. Harvey, and each of them, with full power of substitution, as my proxy (a) to vote the shares of Breeze-Eastern Corporation (the "Company") Common Stock held of record or beneficially by it or any affiliate or over which it has or shares voting power (the "Shares") held by the undersigned at the 2007 Annual Meeting of Stockholders of the Company currently anticipated to be held on or before September 24, 2007, including any adjournments or postponements thereof, (the "Annual Meeting") and/or (b) to execute and deliver any stockholder consent in lieu thereof, as in either case any one of them may determine in their sole discretion in order to (i) revoke all prior proxies or consents given by the undersigned with respect to the Shares, and (ii) to cause the Shares to be represented at the Meeting and to be voted at the Meeting in favor of the "Nominees" (as such term is defined in the Settlement Agreement, dated as of July 31, 2007, among the Company, the undersigned and the other parties thereto). The proxy authority contained herein shall be deemed to be coupled with an interest and shall be irrevocable, subject to the terms and conditions and limitations of the Settlement Agreement. This proxy shall survive my death or incapacity in the case of an individual, and, dissolution, bankruptcy, liquidation or change in control in the case of an entity, during the term hereof, may not be revoked by any guardian or other personal representative in the case of an individual or trustee or receiver in the case of an entity, for any reason whatsoever.

IN WITNESS WHEREOF, the undersigned has executed this proxy or caused its duly authorized representative to execute this proxy as of the date written below.

WITNESS:

________________________	__________________
	[name]

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EXHIBIT D

BOARD/COMMITTEE APPOINTMENTS

Chairman of the Board:

Charles W. Grigg

Governance and Nominating Committee:

Chair: Russell M. Sarachek

Membership: Frederick Wasserman, William J. Recker and William M. Shockley

Audit Committee:

Chair: Frederick. Wasserman

Membership: Jay R. Harris* and William J. Recker

*Subject to confirmation that Mr. Harris meets the requirement of independence to be eligible to serve as a member of the Audit Committee in accordance with the rules of the American Stock Exchange, and in lieu thereof William H. Alderman

Strategic Planning Committee:

Chair: William J. Recker

Membership: William H. Alderman, Russell M. Sarachek and William M. Shockley

Incentive and Compensation Committee:

Chair: William J. Shockley

Membership: Jay R. Harris, Frederick Wasserman and Charles W. Grigg

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EXHIBIT E

NOMINEE LETTER

July 31, 2007

Breeze-Eastern Corporation

700 Liberty Avenue

Union, NJ 07083

Attention: Gerald C. Harvey, General Counsel

To whom it may concern:

The undersigned hereby acknowledges that I have been or will be nominated for election to the Board of Directors of Breeze-Eastern Corporation (the “Company”) at its upcoming 2007 Annual Meeting (the “Meeting”)of Stockholders pursuant to a Settlement Agreement by and among the Company and certain of its major stockholders (the “Agreement”).

I hereby consent to such nomination, to serve if elected and to the inclusion of my name and relevant biographical information in the Company’s proxy materials relating to the Meeting and its other required filings with the Securities and Exchange Commission. I further agree to vote any shares of Company common stock that I beneficially own on the record date for the election of the Nominees named in the Company’s proxy materials relative to the Meeting.

I have reviewed the covenants set forth in Section 7 of the Agreement (including Exhibit D thereto)with respect to Company Board of Director appointments, committee chairs and committee membership, the appointment of Gail Lieberman as a consultant upon the terms set out therein, and the reduction of annual non-employee Board of Director compensation to $30,000 payable in restricted stock of the Company. I hereby agree to support such appointments and actions, subject to my election as a director of the Company.

Sincerely,

__________________________

Name:____________________

Date: ____________________

Acknowledged and agreed:

BREEZE-EASTERN CORPORATION

By: _____________________________

Gerald C. Harvey,

Executive Vice President, General Counsel and Secretary

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EXHIBIT F

FORM OF PRESS RELEASE

PROPOSED PRESS RELEASE

[FOR IMMEDIATE DISTRIBUTION]

Contact: Robert L.G. White

President and CEO

Phone: 908/206-3700

BREEZE-EASTERN ANNOUNCES BOARD NOMINEES FOR ANNUAL MEETING

-- Company Settles Threatened Proxy Contest

Union, New Jersey - July 31, 2007 - Breeze-Eastern Corporation (AMEX:BZC) today announced that it has entered into an agreement with certain of its major stockholders with respect to the slate of nominees to be proposed by the company for election as directors at the company’s 2007 annual meeting. Under the terms of a Settlement Agreement dated as of July 31, 2007, by and among the company, Tinicum Capital Partners II, L.P. and its affiliates (“Tinicum”), and a stockholder group consisting primarily of Wynnefield Partners Small Cap Value, L.P., Goldsmith & Harris Incorporated, and their respective affiliated entities and persons (collectively, the “Stockholder Group”), the nominees to be named in the company’s proxy materials for election to the company’s eight member board will be current directors William J. Recker, William M. Shockley and Robert L. G. White, and new nominees William H. Alderman, Charles W. Grigg, Jay R. Harris, Russell M. Sarachek and Frederick Wasserman (collectively, the “Nominees”). Messrs. Alderman, Harris, Saracheck and Wasserman previously had been proposed as nominees to the company board by the Stockholder Group in a preliminary proxy statement filed with the Securities and Exchange Commission (“SEC”). Messrs. Grigg and Shockley are affiliated with Tinicum.

The Agreement further provides that the Stockholder Group will withdraw its nominees to the company Board and terminate its proxy solicitation. The members of the Stockholder Group and Tinicum have further agreed to refrain from submitting any stockholder proposal or director nominations at the 2007 annual meeting and at any other meetings of company stockholders which may be held prior to and including the company’s 2008 annual meeting, subject to certain conditions. As of the date of the Settlement Agreement, the members of the Stockholder Group beneficially owned, in the aggregate, 3,206,007 shares, or 34.4 %, of the company’s common stock and Tinicum beneficially owned 2,471,067 shares, or 26.4% of the company's common stock. The Company also agreed to reimburse certain out-of-pocket expenses of the Stockholder Group and Tinicum.

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The Settlement Agreement provides that the company will recommend, and reflect such recommendation in its definitive proxy statement, a vote "for" the Nominees at the 2007 annual meeting which will be held within 60 days of the previously announced record date of July 25, 2007.

Under the Settlement Agreement, the members of the Stockholder Group and Tinicum have agreed to cause all shares of company common stock held of record or beneficially owned by them or any affiliate on the record date, with respect to which they have shared or sole voting power, to be present at the 2007 annual meeting for quorum purposes and to be voted at the 2007 annual meeting in favor of the election of the Nominees and against any proposal made in opposition to, or in competition with, any proposal or Nominee recommended by the company Board at the annual meeting. In addition, each member of the Stockholder Group is obligated to use commercially reasonable efforts to cause all shares of common stock with respect to which such member shares investment discretion and does not have sole voting power to be present at the annual meeting for quorum purposes and to be voted in the manner described above.

The summary of the terms of the Settlement Agreement as set forth in this press release is qualified in its entirety by reference to the Settlement Agreement, a copy of which is being filed by the company with the SEC, as an exhibit to its Current Report on Form 8-K, and which is available on the SEC website at www.sec.gov and also available free of charge by directing a request to Breeze-Eastern Corporation, 700 Liberty Avenue, Union, New Jersey, 07083, Attention: Secretary.

The company plans to file with the SEC and mail to its stockholders a proxy statement in connection with its 2007 annual meeting, and advises its stockholders to read the proxy statement relating to the annual meeting when it becomes available because it will contain important information. Stockholders may obtain a free copy of the proxy statement and any other relevant documents (when available) that the company files with the SEC at the SEC’s web site at www.sec.gov . The proxy statement and these other documents, when available, may also be obtained free of charge from the company by directing a request to Breeze-Eastern Corporation, 700 Liberty Avenue, Union, NJ 07083, Attention: Secretary.

The company, its directors and named executive officers may be deemed to be participants in the solicitation of the company’s stockholders in connection with the annual meeting. Stockholders may obtain information regarding the names, affiliations and interests of such individuals in the company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007 and in the company’s definitive proxy statement with respect to its 2006 annual meeting, each of which is filed with the SEC, and (when available) in the company’s definitive proxy statement with respect to the 2007 annual meeting that the company will file with the SEC. To the extent holdings of the company’s equity securities by such persons have changed since the information reflected in the foregoing documents, such changes have been reflected on Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC.

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INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Acts"). Any statements contained herein that are not statements of historical fact are deemed to be forward-looking statements.

The forward-looking statements in this press release are based on current beliefs, estimates and assumptions concerning the operations, future results, and prospects of the company. As actual operations and results may materially differ from those assumed in forward-looking statements, there is no assurance that forward-looking statements will prove to be accurate. Forward-looking statements are subject to the safe harbors created in the Acts.

Any number of factors could affect future operations and results, including, without limitation, competition from other companies; changes in applicable laws, rules and regulations affecting the company in the locations in which it conducts its business; the availability of equity and/or debt financing in the amounts and on the terms necessary to support the company’s future business; interest rate trends; determination by the company to dispose of or acquire additional assets; general industry and economic conditions; events impacting the U.S. and world financial markets and economies; and those specific risks that are discussed in the company’s previously filed Annual Report on Form 10-K for the fiscal year ended March 31, 2007

The company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information or future events.

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EXHIBIT G

ADDRESSES FOR NOTICE

if to the Company:

Breeze-Eastern Corporation

700 Liberty Avenue

Union, NJ 07083

Attention: Gerald C. Harvey, General Counsel

Facsimile No.: (908) 686-6537

Email: gharvey@breeze-eastern.com

with a copy to:

Hahn Loeser & Parks LLP

200 Public Square

Suite 3300

Cleveland, OH 44114

Attention: F. Ronald O’Keefe, Esq.

Facsimile No.: (216) 241-2824

Email: frokeefe@hahnlaw.com

if to Tinicum:

Tinicum Capital Partners II, L.P.

&

Tinicum Capital Partners Parallel Fund II, L.P.

c/o Tinicum Incorporated

Attention: Eric Ruttenberg

800 Third Avenue

New York, NY 10022

Fax: (212) 446-9333

Email: eruttenberg@tinicum.com

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036-6522

Attention: Richard J. Grossman, Esq.

Fax: (212) 735-2000

Email: rgrossma@skadden.com

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if to the Stockholder Group:

Wynnefield Capital, Inc.

450 Seventh Avenue, Suite 509

New York, NY 10123

Attention: Nelson Obus

Facsimile: (212) 760-0824

Email: nobus@Wynnefieldcapital.com

with a copy to:

Kane Kessler, P.C.

1350 Avenue of the Americas

26^th Floor

New York, NY 10019

Attn:Jeffrey S. Tullman

Fax:(212) 757-2063

E-mail: Jtullman@kanekessler.com

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EX-99.8

AGREEMENT

THIS AGREEMENT (this “Agreement”) is made and entered into as of this 8th day of August 2007, by and among each of Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd., Channel Partnership II L.P., Wynnefield Capital Management LLC, Wynnefield Capital Inc., Nelson Obus, and Joshua Landes on the one hand (collectively, the “Wynnefield Persons”), and each of Goldsmith & Harris Incorporated, Goldsmith & Harris Asset Management LLC, Goldsmith & Harris Capital Appreciation LLC, Philip W. Goldsmith, Jay R. Harris and Armand B. Erpf on the other hand (collectively, the “G&H Persons” together with the Wynnefield Persons, each a “Reporting Person”, and collectively, the “Reporting Persons”).

 WHEREAS, the Reporting Persons entered into a Voting Agreement dated April 2, 2007 and as further amended on May 16, 2007 (collectively, the “Voting Agreement”), pursuant to which the Reporting Persons agreed, among other things, to (i) vote at the 2007 Annual Meeting of Breeze-Eastern Corporation (“Breeze-Eastern”) all of the shares of stock of Breeze-Eastern which the parties and their respective affiliates beneficially own (the “Shares”) for four director nominees (the “Nominees”) to be agreed to by the parties; and (ii) to file with the Securities and Exchange Commission a joint Schedule 13D reporting that such parties have formed a group for the primary purpose of voting the Shares in favor of the Nominees;

WHEREAS, the Reporting Persons entered into a Joint Filing Agreement dated April 2, 2007 and as further amended on May 16, 2007 (collectively, the “Joint Filing Agreement”), pursuant to which the Reporting Persons agreed, among other things, to prepare jointly and file timely (or otherwise to deliver as appropriate) all filings on Schedule 13D and Schedule 13G (the “Filings”) required to be filed by them pursuant to Section 13(d) or 13(g) under the Securities Exchange Act of 1934, as amended, with respect to their respective ownership of the common stock of Breeze Eastern that are required to be reported on any Filings. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings;

WHEREAS, the Reporting Persons have reached a settlement with Breeze-Eastern pursuant to which the Nominees have been nominated for election to its board of directors; and

WHEREAS, each of the Wynnefield Persons and the G&H the Reporting Persons desire to enter into an agreement granting each other a right of first refusal with respect to proposed sales or transfers of the Shares beneficially owned by the respective Reporting Persons.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

1.Termination of Agreements. Each of the Reporting Persons hereby agrees to terminate each of the Voting Agreement and the Joint Filing Agreement and confirms that, as of the date hereof, such agreements have been terminated and cease to be of further effect.

2.Release and Discharge. Each of the Reporting Persons hereby mutually and unconditionally releases and discharges each other from all of its obligations under each of the Voting Agreement and the Joint Filing Agreement.

3.Right of First Refusal. Each of the Wynnefield Persons and the G&H Persons agree that prior to seeking to sell, gift or otherwise transfer, in each case to an unaffiliated entity (a “Transfer”), whether in one or more transactions, any of the Shares or any rights (including, but not limited to voting rights) thereto they respectively own (the “Offered Interests”), the Wynnefield Persons or the G&H Persons, as the case may be (the “Selling Party”), shall either obtain a bona fide written offer or memorandum of the Transfer of such Offered Interests stating the terms and conditions on which the Transfer is to be made (the “Bona Fide Offer”) or, if no Bona Fide Offer has been obtained, at the Market Price (as hereinafter defined). Each Selling Party agrees to thereupon give prompt written notice (the “Sale Notice”) to the non-selling party (the “Non-Selling Party”) of its intention to sell the Offered Interests, together with a copy of the Bona Fide Offer and the name of the party making such Bona Fide Offer, if any. The Non-Selling Party shall have the right (a “Right of First Refusal”) to collectively purchase all of the Offered Interests proposed to be sold by such Selling Party at the price and on the terms set forth in the Bona Fide Offer or, if no Bona Fide Offer has been made, at the Market Price, by giving notice to the Selling Party within three (3) business days after receiving the Sale Notice (the “Acceptance Period”). If the Non-Selling Party gives timely written notice to the Selling Party of its desire to exercise this Right of First Refusal, the closing shall take place on the later of the date set forth for closing in the Bona Fide Offer, if set forth, or within three (3) business days after the Non-Selling Party notifies the Selling Party of its intention to exercise this Right of First Refusal. Each Selling Party understands that if, and only if, the Non-Selling Party does not timely exercise the Right of First Refusal, and provided that each of the other terms hereof have been satisfied, such Selling Party shall thereupon be entitled to consummate the Transfer of the Offered Interests to the party making the Bona Fide Offer: (i) on the terms set forth in the Bona Fide Offer or at a price and terms which are more favorable to the Selling Party, or (ii) at the Market Price on the date the Shares are sold in a market transaction during the ten day period , if no Bona Fide Offer has been obtained by the Selling Party, only within the ten (10) day period following the expiration of the Acceptance Period. Notwithstanding the foregoing, each party hereto understands and agrees that (a) if a Selling Party does not consummate the sale of the Offered Interests to the party described in, and pursuant to the other terms of, the Bona Fide Offer delivered to Non-Selling Party within such ten (10) day period or (b) the terms of the Transfer of the Offered Interests are modified to be less favorable to the Selling Party after delivery of the Sales Notice where a Bona Fide Offer has been obtained by the Selling Party, such Sales Notice shall be of no force and effect and the Selling Party shall not Transfer the Offered Interests without again complying with the terms of this Section 3, including, without limitation, providing Non-Selling Party with a new Sales Notice pursuant to the terms hereof. For purposes of this Agreement, “Market Price” shall mean the closing “bid” price of the Shares on the principal exchange (including the Nasdaq Global Market or Nasdaq Capital Market) on which such Shares trade, on the date the Sale Notice is sent to the Non-Selling Party (except as otherwise provided herein), or if such Shares do not then trade on an exchange, the last closing bid price quoted on the OTC or Bulletin Board, as the case may be. Each of the Wynnefield Persons and the G&H Persons expressly acknowledge and agree that any transfer or sale of Shares to any of their respective affiliated entities shall not be deemed a Transfer of Offered Interests and will not be subject to the provisions of this Section 3.

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4.Representations and Warranties. Each of Reporting Person represents and warrants to each other party to this Agreement that the execution, delivery and performance by each Reporting Person to this Agreement has been duly authorized by any necessary action and constitutes the legal, valid and binding obligation of such party. Each Reporting Person represents and warrants to the other parties hereto that they are not now a party to any agreement, or other restriction which restricts such party from entering into this Agreement.

5. Termination. This Agreement shall terminate on the earlier of (i) written agreement of the Reporting Persons; and (ii) the second anniversary of the date of this Agreement.

6. Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be fully performed therein. This Agreement shall be binding upon and enforceable by the successors and/or assigns of the parties hereto.

(b) This Agreement constitutes the entire agreement between the parties in connection with the matters set forth herein and cannot be amended, supplemented or changed, and no provision hereof can be waived, except by a written instrument making specific reference to this Agreement and signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought.

(c) If any provision of this Agreement is held to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same force and effect as though the void or unenforceable part had been severed and deleted.

(d) This Agreement may be executed in any number of counterparts, which together shall constitute one agreement.

(e)All notices, correspondence and information related to this Agreement should be sent to the parties at the addresses set forth below:

if to the Wynnefield Persons:

Wynnefield Partners Small Cap Value, L.P.

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Nelson Obus

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Attention: Nelson Obus

if to the G&H Persons:

Goldsmith & Harris Incorporated

80 Pine Street

New York, NY 10005

Attention: Philip W. Goldsmith

In all cases with a copy to:

Kane Kessler, P.C.

1350 Avenue of the Americas

New York, NY 10019

Attention: Jeffrey S. Tullman, Esq.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

Wynnefield Partners Small Cap Value, L.P. By: Wynnefield Capital Management LLC, its General Partner By:  /s/ Nelson Obus Nelson Obus,Co-Managing Member	Wynnefield Partners Small Cap Value, L.P. I By: Wynnefield Capital Management LLC, its General Partner By:  /s/ Nelson Obus Nelson Obus,Co-Managing Member
Wynnefield Small Cap Value Offshore Fund, Ltd. By: Wynnefield Capital, Inc. By:  /s/ Nelson Obus Nelson Obus,President	Wynnefield Capital Management, LLC By:/s/ Nelson Obus Nelson Obus,Co-Managing Member
Wynnefield Capital, Inc. By:  /s/ Nelson Obus Nelson Obus,President	Channel Partnership II, L.P. By:  /s/ Nelson Obus Nelson Obus,General Partner
/s/ Joshua H. Landes Joshua H. Landes	/s/ Nelson Obus Nelson Obus

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

GOLDSMITH & HARRIS INCORPORATED
By:	/s/ Philip W. Goldsmith
	Philip W. Goldsmith, Chairman

GOLDSMITH & HARRIS ASSET MANAGEMENT, LLC
By:	/s/ Philip W. Goldsmith
	Philip W. Goldsmith, Managing Director

GOLDSMITH & HARRIS CAPITAL APPRECIATION, LLC
By:	/s/ Philip W. Goldsmith
	Philip W. Goldsmith, Managing Director
	/s/ Philip W. Goldsmith
	Philip W. Goldsmith
	/s/ Jay R. Harris
	Jay R. Harris
	/s/ Armand B. Erpf
	Armand B. Erpf

6